Common use of Protection of Right Title and Interest Clause in Contracts

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06, the Seller shall file such additional financing statements and cause to be filed such continuation statements, all in such manner and in such places as may be required by Applicable Law fully to preserve, maintain, and protect the first priority perfected security interest of the Purchaser in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document filed as provided in this clause (a), as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 2.06 or clause (a) above seriously misleading within the meaning of Section 9-506(b) of the UCC, unless the Seller shall have given the Purchaser at least five (5) days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby gives the Purchaser the authority to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Purchaser herein. (c) The Seller shall give the Purchaser at least ninety (90) days' prior written notice of (i) any relocation of its registered location or (ii) any change in its jurisdiction of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charter. (d) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and installment sale contracts to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owned by the Purchaser. (e) Prior to the Closing Date, with respect to (i) the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822), the Seller shall obtain from the secured party, or its agent, a letter authorizing the filing of one or more Form UCC-3 Financing Statements for the purpose of releasing the interest collateral

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06, the The Seller shall execute and file such additional financing statements and cause to be executed and filed such continuation statements, statements and any required documentation all in such manner and in such places as may be required by Applicable Law law fully to preserve, maintain, maintain and protect the first priority perfected security ownership interest of the Purchaser in the Purchased Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser filePurchaser, the Issuer, the Collateral Agent and the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided in this clause (a)above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 2.06 or clause paragraph (a) above seriously misleading within the meaning of Section 9-506(b) 402 of the UCC, unless the Seller it shall have given the Purchaser Purchaser, the Issuer, the Collateral Agent and the Deal Agent at least five (5) thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby gives the Purchaser the authority statements prior to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Purchaser hereinsuch changes. (c) The Seller shall give the Purchaser Purchaser, the Issuer, the Collateral Agent, and the Deal Agent at least ninety (90) thirty days' prior written notice of (i) any relocation of its registered location principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or (ii) continuation statement or of any change in new financing statement and shall file any such amendment prior to any such relocation. The Seller shall at all times maintain its jurisdiction principal executive office within the United States of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charterAmerica. (d) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Contracts to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Purchased Receivable shall indicate clearly the interest of the Issuer in such Purchased Receivable and that such Purchased Receivable is owned by the Issuer. Indication of the Issuer's ownership of a Purchased Receivable shall be deleted from or modified on the Seller's computer systems when, and only when, the Purchased Receivable shall have been paid in full or repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and automotive installment sale contracts to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Purchased Receivable, the same shall indicate clearly that such Purchased Receivable has been conveyed sold to and is owned by the Issuer. (f) [Reserved.] (g) Upon the written request of the Deal Agent, upon written request from the Secured Parties, the Seller shall give written notice by regular mail, addressed to the Obligor under such Contract, in form acceptable to the Purchaser, to the effect that such Purchased Receivable has been sold and assigned to the Purchaser. (eh) Prior The Seller shall permit the Purchaser and its agents and the Deal Agent and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Closing Date, with respect to Seller's records regarding any Purchased Receivable. (i) The Seller shall, or shall cause the UCC-1 financing statement naming HNB Servicer to, provide a list to the Deal Agent of all outstanding Purchased Receivables, such list to be delivered to the Deal Agent, as of the end of each month, on the fifteenth Business Day after the end of each such month, beginning with May, 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822). Upon request, the Seller shall obtain from furnish to the secured partyPurchaser and the Deal Agent, within five Business Days, a list of all Purchased Receivables (by contract number and name of Obligor) previously sold to the Purchaser pursuant to this Agreement. (j) The Seller will not amend, and shall not permit any amendment to any extended service agreement relating to the Financed Vehicles related to the Purchased Receivables which would adversely affect its ability and right to receive refunds under such contracts, or its agentwhich would adversely affect the rights of any of the Deal Agent, a letter authorizing the filing of one Issuer, the Collateral Agent, the Liquidity Agent, the Secured Parties, or more Form UCC-3 Financing Statements the Purchaser. (k) The Seller agrees, for the purpose benefit of releasing the interest collateralSecured Parties, to take all reasonable measures to enforce any right to a refund due to it under any extended service agreement related to the Purchased Receivables.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to the UCC-1 financing statements to be filed by the Seller on The Servicer shall cause this Agreement, any Supplement, all amendments hereto or prior to the Closing Date pursuant to Section 2.06, the Seller shall file such additional thereto and/or all financing statements and cause continuation statements and any other necessary documents covering the right, title and interest of the Certificateholders and the Trustee to the Trust Assets to be filed such continuation statementspromptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by Applicable Law law fully to preserve, maintain, preserve and protect the first priority perfected security interest of the Purchaser in the Receivables such right, title and in the proceeds thereofinterest. The Seller Servicer shall deliver (or cause to be delivered) to the Purchaser Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided in this clause (a)above, as soon as available following such recording, registration or filing. The Transferor shall cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 13.2(a). (b) The Seller shall not change Servicer will give the Trustee prompt written notice of any relocation of any office from which it services Receivables or keeps records concerning the Receivables or of its nameprincipal place of business or chief executive office and whether, identityas a result of such relocation, or corporate structure in the applicable provisions of the UCC would require the filing of any manner that would, could, or might make amendment of any previously filed financing statement or continuation statement filed by the Seller in accordance with Section 2.06 or clause (a) above seriously misleading within the meaning of Section 9-506(b) of the UCC, unless the Seller shall have given the Purchaser at least five (5) days' prior written notice thereof any new financing statement and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statementsamendments as may be necessary to perfect or to continue the perfection of the Trustee's security interest in the Receivables and the other Trust Assets. The Seller hereby gives Servicer will at all times maintain each office from which it services Receivables and its principal executive office within the Purchaser the authority to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Purchaser hereinUnited States of America. (c) The Seller shall give Servicer will deliver to the Purchaser at least ninety Trustee upon the execution hereto and delivery of each amendment of Articles I, II, III or IV hereof other than amendments pursuant to Section 13.1(a) an Opinion of Counsel (90) days' prior written notice of (i) any relocation of its registered location or (ii) any change in its jurisdiction of organizationwhich may be in-house counsel), including reasonably acceptable to the jurisdiction in which the Seller maintains its main office under its national banking association charterTrustee. (d) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and installment sale contracts to any prospective purchaser, lender, or other transfereeServicer is no longer Stone Container, the Seller Transferor shall give deliver to the Successor Servicer powers-of-attorney such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owned by Successor Servicer may perform the Purchaser. (e) Prior to the Closing Dateobligations set forth in Sections 13.2(a), with respect to (i) the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO25882313.2(b) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO25882213.2(c), the Seller shall obtain from the secured party, or its agent, a letter authorizing the filing of one or more Form UCC-3 Financing Statements for the purpose of releasing the interest collateral.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06, the The Seller shall execute and file such additional financing statements and cause to be executed and filed such continuation statements, statements and any required documentation all in such manner and in such places as may be required by Applicable Law law fully to preserve, maintain, maintain and protect the first priority perfected security ownership interest of the Purchaser in the Purchased Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Purchaser fileand the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided in this clause (a)above, as soon as available following such filing. (b) The Seller shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 2.06 or clause paragraph (a) above seriously misleading within the meaning of Section 9-506(b) 402 of the UCC, unless the Seller it shall have given the Purchaser Purchaser, the Documentation Agent and the Deal Agent at least five (5) thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby gives the Purchaser the authority statements prior to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Purchaser hereinsuch changes. (c) The Seller shall give the Purchaser Purchaser, the Deal Agent and the Documentation Agent at least ninety (90) thirty days' prior written notice of (i) any relocation of its registered location principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or (ii) continuation statement or of any change in new financing statement and shall file any such amendment prior to any such relocation. The Seller shall at all times maintain its jurisdiction principal executive office within the United States of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charterAmerica. (d) The Seller shall maintain its computer systems so that, from and after the time of sale hereunder of the Contracts to the Purchaser, the Seller's master computer records (including any back-up archives) that refer to a Purchased Receivable shall indicate clearly the interest of the Purchaser in such Purchased Receivable and that such Purchased Receivable is owned by the Purchaser. Indication of the Purchaser's ownership of a Purchased Receivable shall be deleted from or modified on the Seller's computer systems when, and only when, the Purchased Receivable shall have been paid in full or repurchased. (e) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and automotive installment sale contracts to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Purchased Receivable, the same shall indicate clearly that such Purchased Receivable has been conveyed sold to and is owned by the Purchaser. (ef) Prior to Upon the Closing Datewritten request of the Deal Agent, with respect to (i) upon written request from the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822)Secured Parties, the Seller shall obtain cause the following notation to be stamped on the face of the retail installments sales contract evidencing such Contract: AUTO LENDERS ACCEPTANCE CORPORATION HAS SOLD AND ASSIGNED ALL RIGHT, TITLE AND INTEREST IN THIS CONTRACT TO FIFS ACQUISITION FUNDING COMPANY, L.L.C., WHICH HAS GRANTED A SECURITY INTEREST IN THIS CONTRACT TO FIRST UNION CAPITAL MARKETS, A DIVISION OF WHEAT FIRST SECURITIES INC., AS DEAL AGENT FOR CERTAIN SECURED PARTIES." (g) Upon the written request of the Deal Agent, upon written request from the secured partySecured Parties, the Seller shall give written notice by regular mail, addressed to the Obligor under such Contract, in form acceptable to the Purchaser, to the effect that such Purchased Receivable has been sold and assigned to the Purchaser. (h) The Seller shall permit the Purchaser and its agents and the Deal Agent and its agents at any time during normal business hours to inspect, audit, and make copies of and abstracts from the Seller's records regarding any Purchased Receivable. (i) The Seller shall, or its agentshall cause the Servicer to, provide a list to the Deal Agent of all outstanding Purchased Receivables, such list to be delivered to the Deal Agent, as of the end of each month, on the fifteenth Business Day after the end of each such month, beginning with October, 1998. Upon request, the Seller shall furnish to the Purchaser and the Deal Agent, within five Business Days, a letter authorizing list of all Purchased Receivables (by contract number and name of Obligor) previously sold to the filing Purchaser pursuant to this Agreement. (j) The Seller will not amend, and shall not permit any amendment to any extended service agreement relating to the Financed Vehicles related to the Purchased Receivables which would adversely affect its ability and right to receive refunds under such contracts, or which would adversely affect the rights of one any of the Deal Agent, the Liquidity Agent, the Secured Parties, or more Form UCC-3 Financing Statements the Purchaser. (k) The Seller agrees, for the purpose benefit of releasing the interest collateralDeal Agent, to take all reasonable measures to enforce any right to a refund due to it under any extended service agreement related to the Purchased Receivables.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06The Transferor shall cause this Agreement, the Seller shall file such additional all amendments hereto and/or all financing statements and cause continuation statements and any other necessary documents covering the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables to be filed such continuation statementspromptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by Applicable Law law fully to preserve, maintain, preserve and protect the first priority perfected security right, title and interest of the Purchaser in Issuer and its assignees, as the Receivables and in the proceeds thereofcase may be, hereunder to all property transferred hereunder. The Seller Transferor shall deliver (or cause to be delivered) to the Purchaser Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided in this clause (a)above, as soon as available following such recording, registration or filing. (b) The Seller shall not Within 30 days after the Transferor makes any change in its name, identity, identity or corporate structure in any manner that would, could, or might which would make any financing statement or continuation statement filed by the Seller in accordance with Section 2.06 or clause paragraph (a) above seriously misleading within the meaning of Section 9-506(b) 506 of the UCC, unless the Seller Transferor shall have given give the Purchaser at least five (5) days' prior written Owner Trustee and the Indenture Trustee notice thereof of any such change and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statements. The Seller hereby gives the Purchaser the authority to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are be necessary or advisable to continue or amend the perfection of the Issuer’s security interest granted to in the Purchaser hereinReceivables and the proceeds thereof. (c) The Seller shall Transferor will give the Purchaser at least ninety (90) days' prior Issuer prompt written notice of (i) any relocation of its registered location chief executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or (ii) continuation statement or of any change new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. The Transferor will at all times maintain its jurisdiction principal executive office within the United States of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charterAmerica. (d) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and installment sale contracts to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owned by the Purchaser. (e) Prior The Transferor will deliver to the Closing DateIssuer and the Indenture Trustee on or before April 30 in each calendar year, with respect to (i) beginning in 2024, an Opinion of Counsel, substantially in the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822), the Seller shall obtain from the secured party, or its agent, a letter authorizing the filing form of one or more Form UCC-3 Financing Statements for the purpose of releasing the interest collateralExhibit C.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06The Transferor shall cause this Agreement, the Seller shall file such additional all amendments hereto and/or all financing statements and cause continuation statements and any other necessary documents covering the right, title and interest of the Issuer and the Indenture Trustee in, to and under the Receivables to be filed such continuation statementspromptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by Applicable Law law fully to preserve, maintain, preserve and protect the first priority perfected security right, title and interest of the Purchaser in Issuer and its assignees, as the Receivables and in the proceeds thereofcase may be, hereunder to all property transferred hereunder. The Seller Transferor shall deliver (or cause to be delivered) to the Purchaser Issuer, file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided in this clause (a)above, as soon as available following such recording, registration or filing. (b) The Seller shall not Within 30 days after the Transferor makes any change in its name, identity, identity or corporate structure in any manner that would, could, or might which would make any financing statement or continuation statement filed by the Seller in accordance with Section 2.06 or clause paragraph (a) above seriously misleading within the meaning of Section 9-506(b) 506 of the UCC, unless the Seller Transferor shall have given give the Purchaser at least five (5) days' prior written Owner Trustee and the Indenture Trustee notice thereof of any such change and shall have promptly filed appropriate amendments to all previously filed file such financing statements or continuation statements. The Seller hereby gives the Purchaser the authority to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are be necessary or advisable to continue or amend the perfection of the Issuer’s security interest granted to in the Purchaser hereinReceivables and the proceeds thereof. (c) The Seller shall Transferor will give the Purchaser at least ninety (90) days' prior Issuer prompt written notice of (i) any relocation of its registered location chief executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or (ii) continuation statement or of any change new financing statement and shall file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Receivables and the proceeds thereof. The Transferor will at all times maintain its jurisdiction principal executive office within the United States of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charterAmerica. (d) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and installment sale contracts to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owned by the Purchaser. (e) Prior The Transferor will deliver to the Closing DateIssuer and the Indenture Trustee on or before [________ __] of each year, beginning with respect to (i) [____], an Opinion of Counsel, substantially in the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822), the Seller shall obtain from the secured party, or its agent, a letter authorizing the filing form of one or more Form UCC-3 Financing Statements for the purpose of releasing the interest collateralExhibit C.

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to Each of the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06, the Seller Sellers shall execute and file such additional financing statements and cause to be executed and filed such continuation statements, statements and any required documentation all in such manner and in such places as may be required by Applicable Law law fully to preserve, maintain, maintain and protect the first priority perfected security ownership interest of the Purchaser in the Receivables NIM Collateral and in the proceeds thereof. The Seller Sellers shall deliver (or cause to be delivered) to the Purchaser fileand the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided in this clause (a)above, as soon as available following such filing. (b) The Seller None of the Sellers shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller Sellers in accordance with Section 2.06 or clause paragraph (a) above seriously misleading within the meaning of Section 9-506(b) 402 of the UCC, unless the Seller it shall have given the Purchaser and the Deal Agent at least five (5) thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby gives the Purchaser the authority statements prior to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Purchaser hereinsuch changes. (c) The Seller Each of the Sellers shall give the Purchaser and the Deal Agent at least ninety (90) thirty days' prior written notice of (i) any relocation of its registered location principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or (ii) continuation statement or of any change in new financing statement and shall file any such amendment prior to any such relocation. Each of the Sellers shall at all times maintain its jurisdiction principal executive office within the United States of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charterAmerica. (d) If at The Sellers will not amend, and shall not permit any time amendment to any ALAC Securitization Document or the Seller shall propose Master Spread Account Agreement relating to sell, grant a security interest inthe NIM Collateral which would adversely affect their respective ability and right to receive refunds with respect thereto, or otherwise transfer which would adversely affect the rights of any interest in motor vehicle loan and installment sale contracts to any prospective purchaserof the Deal Agent, lenderthe Liquidity Agent, the Secured Parties, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owned by the Purchaser. (e) Prior to the Closing Date, with respect to (i) the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822), the Seller shall obtain from the secured party, or its agent, a letter authorizing the filing of one or more Form UCC-3 Financing Statements for the purpose of releasing the interest collateral

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to Each of the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06, the Seller Sellers shall execute and file such additional financing statements and cause to be executed and filed such continuation statements, statements and any required documentation all in such manner and in such places as may be required by Applicable Law law fully to preserve, maintain, maintain and protect the first priority perfected security ownership interest of the Purchaser in the Receivables Agreement Collateral and in the proceeds thereof. The Seller Sellers shall deliver (or cause to be delivered) to the Purchaser filePurchaser, the Issuer, the Collateral Agent and the Deal Agent filed-stamped copies of, or filing receipts for, any document filed as provided in this clause (a)above, as soon as available following such filing. (b) The Seller None of the Sellers shall not change its name, identity, or corporate structure in any manner that would, could, or might make any financing statement or continuation statement filed by the Seller Sellers in accordance with Section 2.06 or clause paragraph (a) above seriously misleading within the meaning of Section 9-506(b) 402 of the UCC, unless the Seller it shall have given the Purchaser Purchaser, the Issuer, the Collateral Agent and the Deal Agent at least five (5) thirty days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby gives the Purchaser the authority statements prior to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted to the Purchaser hereinsuch changes. (c) The Seller Each of the Sellers shall give the Purchaser Purchaser, the Issuer, the Collateral Agent and the Deal Agent at least ninety (90) thirty days' prior written notice of (i) any relocation of its registered location principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or (ii) continuation statement or of any change in new financing statement and shall file any such amendment prior to any such relocation. Each of the Sellers shall at all times maintain its jurisdiction principal executive office within the United States of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charterAmerica. (d) If at The Sellers will not amend, and shall not permit any time amendment to any ALAC Securitization Document, the Seller shall propose ALAC Sale and Servicing Agreements or the Master Spread Account Agreement relating to sell, grant a security interest inthe Agreement Collateral which would adversely affect their respective ability and right to receive refunds with respect thereto, or otherwise transfer which would adversely affect the rights of any interest in motor vehicle loan and installment sale contracts to any prospective purchaserof the Issuer, lenderthe Deal Agent, the Collateral Agent, the Liquidity Agent, the Secured Parties, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owned by the Purchaser. (e) Prior to the Closing Date, with respect to (i) the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822), the Seller shall obtain from the secured party, or its agent, a letter authorizing the filing of one or more Form UCC-3 Financing Statements for the purpose of releasing the interest collateral

Protection of Right Title and Interest. The Seller covenants and agrees with the Purchaser as follows: (a) In addition to the UCC-1 financing statements to be filed by the Seller on or prior to the Closing Date pursuant to Section 2.06shall cause this Agreement, the Seller shall file such additional all amendments hereto and/or all financing statements and cause continuation statements and any other necessary documents covering the right, title and interest of the Purchaser in and to the Receivables and the other Purchased Assets transferred by it to the Purchaser hereunder to be filed such continuation statementspromptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by Applicable Law law fully to preserve, maintain, preserve and protect the right, title and interest and perfected ownership and first priority perfected security interest of the Purchaser in the Receivables and in the proceeds thereofto such property. The Seller shall deliver (or cause to be delivered) to the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided in this clause (a)above, as soon as available following such recording, registration or filing. (b) . In addition to the foregoing, the Seller agrees that following the occurrence of a Purchase Termination Date, at the request of the Purchaser or the Controlling Party, it shall cause notices of the transfer of the Receivables and Related Security pursuant to this Agreement to be sent to the relevant Obligors. The Purchaser shall cooperate fully with the Seller in connection with the obligations set forth above and, at the expense of the Seller, will execute any and all documents reasonably required to fulfill the intent of this Section. The Seller shall not change its name, identity, take any action which would impair or corporate structure in omit to take any manner that would, could, or might make any financing statement or continuation statement filed by the Seller in accordance with Section 2.06 or clause (a) above seriously misleading within the meaning of Section 9-506(b) action necessary to avoid impairment of the UCC, unless the Seller shall have given rights of the Purchaser at least five (5) days' prior written notice or the Trustee in the Receivables or the other Purchased Assets, nor shall it take any action to cause a Receivable to be evidenced by a promissory note or other instrument unless actual possession thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. The Seller hereby gives the Purchaser the authority to file any continuation statements or amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to continue or amend the security interest granted has been transferred to the Purchaser hereinCustodian. (c) The Seller shall give the Purchaser at least ninety (90) days' prior written notice of (i) any relocation of its registered location or (ii) any change in its jurisdiction of organization, including the jurisdiction in which the Seller maintains its main office under its national banking association charter. (d) If at any time the Seller shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle loan and installment sale contracts to any prospective purchaser, lender, or other transferee, the Seller shall give to such prospective purchaser, lender, or other transferee computer tapes, records, or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate that such Receivable has been conveyed to and is owned by the Purchaser. (e) Prior to the Closing Date, with respect to (i) the UCC-1 financing statement naming HNB 2000-B (NQ) LLC as secured party (file number APO258823) and (ii) the UCC-1 financing statement naming HNB 2000-B (Q) LLC as secured party (file number APO258822), the Seller shall obtain from the secured party, or its agent, a letter authorizing the filing of one or more Form UCC-3 Financing Statements for the purpose of releasing the interest collateral